He Who Sleeps
by ZGW
Summary: Something is under Republic City. Something that should... must not see the light of day. Can Korra survive her encounter with things that defy all of nature and science?
1. Spider Rat's

"You're sure that you haven't seen anything?" Korra asked again, doing her best to try and sit comfortably, or just stay balanced, on the wobbly chair Gommu had provided for their meeting. She could have steadied herself by placing her hands on the table that rested between them but it was so splintered and equally wobbly, the only thing keeping it remotely stable being the wads of paper and rock wedged under the short legs, that she was afraid to touch it, sure it would either break apart or send the half eaten street gruel he had served tipping over. Gommu naturally fared better at keeping balance on the nearly broken furniture of his metal shack, leaning forward in his chair and placing his elbows on the table without the table flinching or the chair even groaning in protest, while hers screamed whenever she moved.

"Sorry but the last time we spied any Equalists down here was right after you sent Amon soaring into the bay and some tried hiding out with us, let alone an entire squad." He answered as he lifted a spoon full of gruel from his bowl and ate it, giving a delighted hum at the taste. "Is it true that he shot out of the water on some kind of tornado of water?" He questioned with a raised eyebrow.

"It's called a Water Spout or a Water Vortex if you want to sound dangerous." She admitted before lifting her own spoonful of gruel, careful to remain as still as possible to not break the crumbling bowl and spoon. She also gave a pleasant hum when she tasted the gruel, noting a striking similarity to her mothers' sea prunes. "But yeah I think I might have knocked him out when I sent him through the window. He probably came to under the water and panicked, good thing to. That's probably what made him start waterbending to save himself and reveal to everyone that he was liar and a fraud like I said he was." Korra explained, eating another spoonful of gruel. If she could be honest about it she'd admit that Am- Noatak had easily been a master waterbender, creating and maintaining a water vortex suddenly under life threatening stress and then escaping underwater at an impressive speed. It made her wonder how much his psychic bloodbending lent itself to his waterbending.

"So how's the search going for him anyway? Half the city is spooked that he's going to pop up again." Gommu asked, wiping his face clean with a dirty cloth. Her body stiffened at the mention of the search for the fugitive Noatak and the missing Tarrlok, an ongoing mission that had lasted since their disappearance three months ago.

"Still nothing." She lied. "When we interrogated some Equalists we noticed that one of their speed boats was missing when they gave us their inventory of everything stored at Air Temple Island. So we assume that Amon took Tarrlok with him on that, so who knows where they are." But Korra knew damn well where they were, or rather what pieces of them they could find.

She estimated she was still in the South Pole having Master Katara examine her to see if she could fix Noatak's blocking of her bending when one of the search ships came across floating bits of debris in the Mo Ce Sea. Finding more and more debris they called in the other search parties and had special waterbender diver teams begin searching the depths around that part of the sea. It had taken months of careful systematic search over miles of dark sea floor with the divers having to maintain the oxygen in their bubbles while fire and earthbenders provided light and uncovered buried debris with the use of The Great Toph Beifong's famed seismic sense. But they had found them, piece by rotting piece, until they had enough to confirm some stray bits of jaw were Tarrlok's through dental records.

Korra had just finished help quell a riot in Port Yue, started when a group of Equalists had the gall to try and _raid a United Forces shipment_ for supplies and the people had for some reason lost their shit, about two weeks ago when she had been told. Tenzin had come up to her while she helped treat the wounded police officers, there were a few benders mixed in with the nonbender populace of Port Yue who for some reason had decided to side with them, and explained that they had found them. She had been… relieved? Noatak could still take away peoples bending far easier than she could restore it, he took a second and could go on for hours while she only could restore about five everyday even with being able to just activate the Avatar State at will. So knowing exactly where he was did indeed bring comfort. But when Tenzin had led her away from prying ears and told her the truth…

It was odd, knowing that the contents of a simple tagged bag in the Forensic Department of the Republic City Police Headquarters contained the remains of what were her two greatest enemies. They were still investigating the salvaged wreckage but it was clear that the speed boat they had escaped on had exploded, whether through malfunction or sabotage was unknown, and The Council in one of their final decisions before elections began for the president decided to withhold the news of Amon's and Tarrlok's demise until the right moment.

'He could have helped.' She had thought when she first saw the bag just lying on an examination table, she still hadn't looked inside nor did she ever plan to, ready to be opened and its terrible contents revealed. 'I doubt Noatak would have been able to calm The Equalists down but Tarrlok was repentant, he told us Noatak's secret and their past. He could have served his time for his crimes and helped Republic City or just gone back to the Northern Water Tribe. Uncle Unalaq was the one who appointed him their representative after all; he could've found something for him.' But still Noatak, the man who had terrified her with his very presence and the threat of his power, and Tarrlok, who had so easily manipulated her into his plans when they first met, were dead from an _accident_ during their escape, what little of them could be found in a tagged bag, and she was sharing another meal with the breaded vagabond she met her first day in the city. The oddity perplexed her a little.

"So what's this business of Little Omashu walling itself in?" Gommu asked, tearing her thoughts away to more current problems. "Spring may be upon us but me and my fellow vagabonds will be stuck down here for another month at least."

"Oh they're just angry that we had to get a little forceful while pacifying the people in Port Yue during the riot. They had Equalists with them because we chased them down here when they tried to sneak out. We could just break down the walls or just drop in with some airships but Tenzin wants to try talking to them, seeing if a compromise is possible. Pfftthpth!" She said blowing a raspberry at the end while leaning back and crossing her arms over her chest. There was a loud crack as the back support of her chair snapped at the base and Korra found herself suddenly leaning on nothing. With a startled cry she fell backwards and desperately tried to bend the air around her to stop the fall. With a rough spin of her arms and legs she managed to flip herself around, nearly slamming nose first into the hard concrete, until she was on her feet, the wind she conjured up enough to shake the very frame of Gommu's metal shack and send his bowl of gruel flying into his face. With a nervous chuckle when the shack stopped shaking, and it became clear it wasn't going to collapse, and Gommu had wiped all of the gruel mixed with dust that Korra had blown onto his face away she gracefully bowed out of his presence.

"So anyway thanks for the info and sorry about the mess!" She turned around to hustle out of there only to slam face first into the doorframe. "Fuck!" Korra yelled holding her pained and throbbing nose as Gommu just burst into laughter, his bread still dripping with mess she caused. Stepping to her right she hurried through the tattered cloth that passed for a door and left him to continue gasping for air as she walked back to where she had left Naga. 'Ow, ow, ow! Why don't I carry a water skin for stuff like this?!' She criticized herself as her vision actually blurred before a drop of water landed on the back of her hand and she stopped in her tracks.

She gazed up to the unlit ceiling of the large tunnel hub the homeless used to house their little rundown enclave and extended an arm up towards it, pulling it back slowly while curving her arm up and down while people stopped to try and figure out what she was doing. Eventually a tiny stream of water emerged from the darkness and began to circle around her right hand slowly. It looked like it would be enough but it was dirty and filled with small debris from whatever leaky pipe she had pulled it from. Using her left hand she began to spin the water faster and faster until the physical debris began to shoot out the sides and land at her feet, eventually clearing it. Still to be safe she bent the water into steam and then condescend it again and again, finally getting back to walking to Naga as she did so. Gathering the now clean water into a blob in her hand she brought it to her nose and began the healing process, stiffening at the sharp pain as it first took hold then easing as she dulled the pain receptors. "Ah yeah that's the stuff." Korra said to herself beginning the healing process, getting a strange look from a passerby. "Good old waterbending healing. Much better than that modern stuff nonbende- NAGA PUT THAT DOWN!"

She had rounded the corner of a slightly large metal shack to find her polar bear dog companion chewing on the body of a huge spider rat, easily the size of cat owl, the creatures' eight skeletal and furred legs twitching every time Naga chomped down. There was a crowd gathered around her trying to get the giant beast to let the vermin go and eat what they had provided for her, a nice pile of what smelled like seal meat, so she probably killed the spider rat to protect her dinner. "NAGA! DROP! IT!" Korra commanded when she pushed through the crowd and reached her beast who finally complied and released the spider rat, its body hitting the floor with a loud thump as its steaming insides fell out through the crushed openings punctured in its chitin exoskeleton under the brown fur by Naga's fangs. Korra held Naga's head and examined her carefully, making her open her mouth still fresh with blood. "You have to be careful Naga. Who knows what kind of diseases that thing had!" She looked down at the spider rat again noting the size of it and wondering what it could possibly eat down here to grow so large. Its eight beady solid black eyes stared back up at her from under its small ears, its tongue lolling out of its mouths over so many little fangs and sharp teeth. And those two small arm, fang, things resting behind the whiskers that injected venom…

Her eyes traveled from its head to the mostly crushed midsection, the skeletal haired legs barely attached to the broken body with two clawed toes on each leg twitch digging at the ground. Red intestines spilled out onto the concrete as its blood began to pool, matting the fur while on its back all the way to its larger rear section the half inch thick body length spines remained undamaged. She knew enough about spider rat biology to know these operated similarly to the whiskers on its face while also flaring up to give it a greater size to scare predators, she also knew that they were tough as hell and could only be removed with carving knives as some "businessmen" came to the South Pole to try and to sell them alongside ming snake oil to improve a person's vitality.

Her vision swam again as she looked at it and she tore her eyes off it back to Naga, shaking her vision clear. "And don't even get me started on the venom! Who knows what that things fang arm things could be holding?" Naga just whined at her masters chastising, giving her the saddest eyes she could. They were the same that she used to beg meals from.

"They're called Chelicerae. But do not worry, spider rats carry no venom. Their method of hunting is swarm based." Korra turned around to find an elderly woman standing behind her, about the age of Master Katara she guessed, that the crowd had given a wide breath. Her eyes were a milky white that pointed to advance cataracts framed by a multitude of wrinkles on her pale skin, her long greying hair just hung off her head with no sign of treatment. But the thing that made Korra nearly take a step back was the dirty white robes she wore. They were much too large for her and just hung off her body with no shape, the sleeves giving plenty of space for her bony hands and wrists. "I am Mother Chiyo."

"OK." Korra responded to the introduction. "I'm Avatar Korra." She took a step forward and held out her hand to shake in introduction.

"I know who you are." She responded, just looking at the outstretched hand. "I met your predecessor. He was a fool." She narrowed her blind eyes at The Avatar. "From what I've heard you aren't much better."

"Hey just who the hell do you think… you… are?" Korra began her verbal assault with a pointed finger which began to shake has her vision blurred again, harder than ever before. "W-what?" She asked as her legs began to tremble. She distantly heard Naga whine then collapse behind her, the sound seemingly coming over a great distance.

"They tell you to never accept food or drink from strangers. Good advice, but the most dangerous crimes are often committed by those a person knows. And trusts." Mother Chiyo said as Korra fell to her hands and knees, barely able to keep her head up as Gommu emerged from the crowd to stand next to the old woman. "Give in Avatar Korra. You're going to need your strength."

"Fu- Fu- ck y- ou!" Korra managed to say, trying to breathe flames from her mouth at Mother Chiyo only for her stuttered words to emerge. With one final attempt to get back up her hand slipped on the expanded pool of spider rat blood and she fell to the concrete.

* * *

Unlike the previous occasions when she was knocked unconscious there were no flashes of her past life from Aang to try and warn her what was really going on, so her reawakening came back sense by sense. First came hearing, the sounds of footsteps on stone were the loudest followed by hushed whispers that spoke words she couldn't make out. Next oddly was smell, the stink of the underground sewers stronger than ever mixed with a rot she couldn't place. Then came taste as she could still feel the delicious gruel that fucking traitor Gommu had served her. Next was touch, she felt her bare feet on cold stone floor and ropes around her wrists behind what felt like a large pole against her back. The cold air against skin that should have been covered made Korra realize she had been stripped naked. Snapping her eyes open she found her final sense and looked around wildly.

'What the fuck?' She looked down and confirmed that yes she was in what she'd been born in. 'What the fuck!' Her eyes swung around the room to find five other people, three men and two women, who were just waking as she was to probably the same level of confusion and were as naked as she was and tied to poles with her in a large circle around an empty space. 'WHAT THE FUCK!' She spied what she estimated to be every single vagabond from the homeless enclave carrying torches in the dark chamber, waiting behind the posts for whatever reason.

"Ah good. You're awake." Korra swung her head to the right as Mother Chiyo walked past her from behind to stand in front of her, her hands resting behind her back in what Korra was sure was a taunt to her current restraint.

"You bitch!" Korra yelled, getting everyone's attention both those tied to the posts and the various vagabonds lingering around. She tried again to breathe fire and burn this bitches face off but nothing came, leaving her struggling against her bonds uselessly. "Why are you doing this?!"

"I am fulfilling my role." She answered with a wave of her hand and the vagabonds came closer around the captives, Korra could feel the heat of the torches against her arms and shoulders. "Your bending will return in time but don't bother with the Avatar State. We are in His domain, and He will not let you escape so easily." She turned to walk to the center of the circle but Korra managed to yell one final fact.

"People know where I went you assholes!" She said more to the crowd than Mother Chiyo. "When I'm overdue back at Air Temple Island they're gonna send search parties to your little sewer village first!"

"And all they will find is your polar bear dog on some many drugs it'll be a miracle that she's still breathing let alone able to move while we disappear into the cities underground. Never estimate the lengths people will go to avoid even looking at the homeless Avatar Korra." Mother Chiyo countered as she reached the center of the circle and raised her arms. "Brothers and Sisters! We have once again gathered to offer thanks to the All Mother! She who guards He Who Sleeps!" She gestured to the one of the tied up men, an older man of clear Fire Nation descent with black hair and a thin mustache along with golden eyes. One of the vagabonds from the crowd stepped out with a knife and stood in front of him. "We offer it knowing that she has spared us from the swarm of her children!" The vagabonds sliced the knife across his chest just enough to draw blood, the man crying out in pain and calling him a motherfucker. When enough blood had seeped through the wound he placed his dirty hand and smeared it all the way down the man's stomach to just above his groin. Then he walked over to the next person tied to a post, a young woman with sharp blue eyes and short brown hair that hinted of mixed Water Tribe and Earth Kingdom descent, and repeated the process. "We offer it knowing that this sacrifice protects not only us, but all of humanity from He Who Sleeps and Those He Favors!"

'The fuck is she spouting? I've got to get out of here and get back to Naga and the- AHH!' Korra's final thoughts became vocalized when it was her turn to get the cut and the smearing of blood. "You fucker!" The vagabond didn't spare her a second glance as he moved onto the next person in line. Mother Chiyo moved from the center to the circle to rejoin the crowd across from Korra, standing in between two of the posts. A man and a woman emerged from the crowd to stand next to her taking a rough earthbending stance and thrusting their arms forward and then to opposing sides. The floor began to shake and slowly it split open revealing a pitch black hole in the ground with sloped edges, Korra began to edge her feet away from it when floor slid under her and she could feel it settle into place. She just stared into the black pit, a sense of foreboding and fear curling around her gut, when Mother Chiyo spoke again.

"Toss them in." She said simply. Korra felt multiple pairs of hands on her wrists as they cut the bonds trying to restrain her. She pulled her right arm forward with a roar hard enough to knock the people holding onto it off balance, and send them dangerously close to the edge, while grapped the wrist of someone else with her left hand, squeezing it so hard she was sure she felt something crack as they screamed. The other people tied to the poles tried doing the same thing with little success. One by one they were tossed or pushed in, desperately screaming and clawing at the sloped edges as they fell into the darkness, until it was only Korra and a younger man with black hair and goatee with green eyes who had managed to get an arm free. He curled his hand into a fist with the exception of the point and middle finger which were left out but curled and Korra's heart froze when she recognized it. Or rather when he struck one of the vagabonds in the arm and that arm went limp.

'Chiblocker!' She screamed in her mind as she suddenly realized that the people she had been seeking down here in the sewers were the ones being tossed into the pit with her. This moment of distraction, coupled with her finally releasing the wrist she kept in a death grip, was all those holding her needed as they heaved her off the ground and threw her in. The last thing Korra saw as the final chiblocker was thrown in with her was Mother Chiyo staring down at her with those milky eyes.

* * *

The echoes of screaming, crashing, and swearing was what accompanied Korra on the way down through the darkness, much of it her own. She tried gripping the edges to get some traction or earthbend some of the stone out so she could grab onto it. Unfortunately the walls proved too slick and true to Mother Chiyo's word her bending was still gone so all she could do was fall with the squad of chiblockers. They tumbled through the darkness together, bouncing off of stone until suddenly they were met with only air as the floor gave way. Korra just felt air rushing past her in the darkness, similar to the times she'd spent using her airbending to soar into the air and just free fall back down, until the sounds of impact and shouts of pain below her alerted her that ground was very quickly approaching.

She brought her arms to cover her head, bent her knees, and positioned her legs so she hit the ground feet first. Preparing for the impact she felt the shock as her feet impacted the ground and she quickly shifted to the side so she could fall onto her left side, the force causing her to bounce into the air again and crash back onto the ground. "Shit." Korra wheezed out as she brought an arm to her side to cradle her screaming rips careful not to touch the open wound on her chest. She felt the cool smooth floor against her back and placed her hand on the ground and instead of uneven stone she found unyielding metal. "What the fuck?" She whispered to herself. It seemed that she wouldn't be earthbending a tunnel out of here. 'I really need to learn metalbending.' The others didn't seem to have fared much better at landing as they groaned in the darkness and _one wouldn't stop screaming_!

"AHH! FUCK! FUCK!" He screamed over and over again somewhere to Korra's left, maybe four feet away. She painfully got to her knees and managed to sit up, trying to pinpoint where The Equalists were. In her current state she could hardly fight them off but the darkness meant that she was as hidden as they were.

"Wakaki calm down!" A female voice commanded to her right, about five-six feet. "Who's still alive?"

"I am boss." An older male voice answered, it sounded like he was walking over to Wakaki as it matched the careful footsteps. "What's wrong man? Where did you land? Where exactly does it hurt?" He asked in a hushed voice as Wakaki whimpered out an inaudible reply.

"Right while Huan does that anyone got a pack of smokes?" Another male voice said, this one maybe only two feet to her right.

"Of course Li! I always smuggle a pack of cigarettes in my ass so that you can smoke when we get our asses drugged, stripped down, sliced open, and thrown down a fucking hole!" The final voice, this one a very sarcastic female, revealed itself again to her right next to Li.

"You keep them in your ass? Suzume I thought as a woman a far more enjoyable place for you to stash them would be OW! OW! OW!" The sound of a fist hitting flesh reverberated around them and echoed away, apparently down a number of tunnels. Korra hissed when she moved to the side and put pressure on her rips and she could _feel_ them all stiffen at the sound.

"Almost forgot you were here Avatar." The first woman said, the apparent leader and the only member in this squad of chiblockers she didn't now have a name for. "Are you willing to parley?"

"What?!" Korra and Wakaki exclaimed at the same time although his was followed by a hiss of pain as he tried to sit himself up to Huan's protests. "Captain you can't be serious! She's the Avatar! She's just going to fucking betray us and leave us down here!" Korra rose to defend herself and glared down at where she assumed he was.

"And what makes you think I'm going to betray you? Is it because I'm a bender?" She asked, taking a stab at anti bender sentiments he must have held to be an Equalist. "Or are you just bitter that even though I revealed Amon was a fraud and a liar I also made it clear that there is no nonbender oppression. It was just Tarrlok trying to seize power and Amon manipulating you all!" The temperature seemingly dropped significantly as she heard the chiblockers breath in sharply.

"The fuck did you just say to us?" Suzume asked in dangerous whisper, taking a couple steps toward her or rather a couple steps to her right. "Because it sounds like you just said that we're all too stupid to know what's really going on in front of us. That all it would take would be one corrupt politician being an asshole and a guy in a mask with some smooth words to make us buy into anything, to make us risk our lives and the lives of our families for it. _Not_ that it was something we had to deal with _every single day_ of our lives from sun up to sun down. Knowing that no matter how hard you tried you wouldn't get as far someone who didn't deserve it simply because of how you were born. Knowing that your problems would be _ignored_ because of what you are! Knowing th-"

"That's enough Suzume." The Captain commanded and Korra heard her back off, grumbling to herself. "Do you parley Avatar Korra?"

"What are you negotiating for?" Korra asked still ticked at the verbal barrage she just endured. How were they ignoring the nonbenders? Tenzin was holding off the police from breaking the barricades down at Little Omashu so he could try to compromise with them. And how could the nonbenders not advance? He may be a mad man now but Hiroshi proved that nonbenders could get pretty far when they actually tried. "If we get out of here I can't just let you all go."

"I am aware. But you're healer right? I have a wounded man, we all have knife wounds and we need your firebending to be able to see and find a way out of here." She reasoned. "It's in our best interests to form a… temporary peace."

"You're asking me to use my bending?" Korra asked, genuinely shocked a little. "I thought to get in The Equalists you all had to hate benders as if we were all Fire Lord Ozai."

"That is a gross over generalization." The Captain responded coldly to the comparison of themselves and the 118 year old war criminal. "And Bend_ing_ and Bend_ers_ are nowhere near the same thing. But please, with the light at least?"

"Yeah the faster you can actually make a light would be great thanks." Li whined. "Much as I enjoy just seeing impenetrable blackness around me I'd enjoy seeing how fire light illuminates Suzume's ti- OW! OW!" The sound of Suzume hitting Li again. Korra tried bending fire into her hand and managed to get a small flicker of flame. The orange glow allowed her to see the faces of her Equalist companions and the way Wakaki's leg was twisted at a terrible angle, the bone clearly pressing against the skin trying to break free. She could see what looked like the entrances to tunnels all around them wide enough for three of people to stand side by side and more than tall enough, its deep silver metal reflecting the flame wonderfully. "Damn Waki you got fucked up!" Li exclaimed, revealing himself to be the man with the goatee who managed to strike at the vagabonds before she was thrown in.

"No shit Li. I can barely feel it." Wakaki hissed, revealing him to be a middle aged man of clear Water Tribe descent, sharing Korra's skin tone, eye, and hair color.

"You should have tucked and rolled like I did. I landed perfectly; right between Suzume's bountifu-" He raised his shoulder and closed his eyes to prepare for Suzume's assault but nothing came. He looked to Suzume, who was the blue eyed long brown haired woman from earlier, and found her just staring into the darkness of a tunnel, eyes wide and shaking. "Suzume?"

"You didn't see them?!" She demanded not tearing her eyes away from the tunnel behind The Captain.

"See what?" Huan asked, stepping away from Wakaki and revealing himself to be the old, thin mustached Fire Nation man.

"The eyes!" She all but screamed and pointed into the dark. "The fucking fire reflected off of them! There must have been a dozen of them and then they just disappeared!"

"It was probably just spider rats Suzume." The Captain said and Korra finally got a good look at her. She had deep black hair and green eyes like Asami with the crucial difference of a deep scar running from her right eyebrow across her face to her jaw. "Are you scared of them or something?"

"NO! WHY?! Fuck you Li!" She quickly denied before immediately jumping to yelling at her counterpart for his soon to be comment.

"I… didn't say anything." Li responded unsure on how to approach this.

"Right so any ideas on how we get out of here?" Korra asked The Captain. "My bending is returning but I'm not a metalbender. We'll have to go back up through the pit."

"Yeah, let's just hop through a hole above us," Wakaki pointed up about twenty feet where the faint circular outline was visible, "and scale slippery sloped walls and then fight off a few dozen homeless people. That'll go great." He argued with a roll of his eyes.

Korra scowled down at him. "I'm The Avatar. I fly up there, extend a slap of earth out of the wall, bring you all up one by one," The Captain began to nod in understanding, "then I use earthbending to scale us up the walls slowly so that we don't attract attention. Then we burst through the floor and if they're there we fight our way through and if they're not I guess we fight each other." She looked around at The Equalists. "Unless you all feel like turning yourselves in to face justice."

"Is that what getting shipped off to The Hole and forced to stand in those two by two cells is? Yeah, no thanks." Li confirmed.

"So it's agreed. The Avatar heals Wakaki, helps us escape and we help her fight off that Mother Chiyo's cult if they're up there. Then we go back to trying to kill each other." The Captain said and her squad nodded reluctantly but Korra reeled back at the statement.

"What?! I've never tried to kill anyone!" Korra defended as The Equalists rolled their eyes and scoffed.

"Right. Because encasing people's heads in ice, throwing gigantic chunks of road at them, and trying to set them on fire are clearly nonlethal tactics." The previously quiet Huan said sarcastically. "And I'm sure there were only four people learning chiblocking during that raid while you were on Tarrlok's Task Force. Never mind that our training sites were so popular we often had a dozen people there at a time."

"We only let the reporters take pictures of four of them after we… dressed them in their uniforms." Korra admitted, a bit of shame at the act returning. "It was to "preserve their image" Tarrlok said. We sent four to jail right away and the other three to the hospital."

"That's only eleven. We had twelve that night, five teachers, five students, and two actual chiblockers as guards. Who apparently were taking a smoke break when you showed up." Huan pressed. "What happened to the last one?"

"It was an accident and I didn't do it!" She snapped suddenly, the flame flaring a little brighter. "One of the other officers just slammed her into the wall! We didn't realize she was… gone until she wouldn't get up when we told her to." The others just shook their heads and muttered damnation to themselves. "It was an accident!"

"Yeah, yeah." Suzume said, finally taking her eyes off the tunnel. "Not that it matters. No one cares when a nonbender dies."

"That's enough everyone." The Captain ordered. "Li, Suzume, Huan, I want you to start jogging in place."

"What? Why?" Li asked perplexed as Huan and Suzume did so without question.

"So I can use your sweat to heal his leg and our chest wounds." Korra answered as if he were an idiot, pointing down at Wakaki's twisted leg. "I can't pull water out of metal and the air is too dry."

"Oh, right." He said before settling into a stationary jog. Korra moved to kneel next to Wakaki and was joined by The Captain. She brought the flame close to his leg and examined it, noting where the break most likely was. She placed a hand on one side and looked at him. He nodded, understanding what was about to happen and braced himself. She extinguished the flame and placed her other hand on the other side of his leg and forcefully moved it back into place, Wakaki crying out in pain as it was set back into a more natural position.

"Will he be able to walk after you're done with him?" The Captain asked placing a comforting hand on Wakaki's shoulder when he moved and hissed in pain at Korra's touch.

"Not without help or a great deal of pain." Korra admitted, bringing the fire back. "It'd be better if we just carried him out of here. We'll have to leave him on the slab when we fight Mother Chiyo." 'And find Gommu.' She mentally added. Oh when she got her hands on that traitorous motherfucking son of bitch…

"I'm sorry Captain." Wakaki whispered. "Li was right; I fucked up the landing and just crashed to the ground like drunk hogmonkey at the last day of the circus." She raised an eyebrow at the unusual metaphor and quelled the flame in her hand. She reached where Li, Suzume, and Huan were jogging and pulled the sweat that began to accumulate, to Li's protests of "Fine, just rip the sweat right out of my glands, doesn't feel weird at all", and evaporated it into steam then condensed again, repeating the process until she had a clear small ball. It began to glow with healing qualities she imbued it with, the darkness pushed back by a bright blue glow. There was a brief moment when the glow appeared further back in the darkness across a hundred different circles of varying size, reflecting the glow.

"But what if you landed in the same position as him? What would your wife or my husband think?" The Captain asked with a smile and getting a chuckle out of him. Korra flicked her eyes to them to see if they saw the glow reflecting off of the spider rat's eyes. "Did Seiko get out of Yu Dao in time?" The Captain asked, not even looking at The Avatar. Korra flicked her eyes to the jogging trio who all had their eyes closed in concentration then back up to find the eyes gone, just darkness.

"I don't know." He admitted with a worried frown. "How about Jian and Biming? Did they ever get to Kita No G-AHH!" He cried out when the healing water hit his leg and started to work its magic.

"I think those spider rats are getting closer." Korra warned, moving the healing water up and down Wakaki's leg. Her eyes scanned the darkness all around them for any sign of them and again she found nothing. If they were as big as the one Naga had killed…

"What?!" Suzume's eyes shot open as she stopped jogging in place and looked around wildly. "How many were there?! How big did they seem?!" She started pacing as they all cast worried looks to each other. "Which tunnel were they down?"

"Uh," Korra drowned unsure, "maybe a couple dozen down that tunnel?" She pointed over Wakaki to the tunnel directly in front of her. She lifted the water off of his leg and nodded in satisfaction to The Captain, hooked her arm around his and hoisted it over her shoulder while Korra did the same with his other, careful to not disrupt water still floating in her hand, and they lifted him to his feet. "I couldn't tell how big they were but I saw one before we got thrown about… well before we were thrown down here." Now that she thought about it how long had she been out? She had met Gommu around 7 P.M. and she had been unconscious long enough for her to be moved and stripped to the entrance of the pit. An extended blank space in her memory where she was vulnerable and exposed like that did nothing to alleviate her fears or anger. "It was about the size of a cat owl." Huan came and took her spot keeping Wakaki up and she divided the water into both hands and then brought them to The Captain and Wakaki's chest wounds. They had all stopped bleeding some time ago but she still had to close the wound so it wouldn't reopen.

"Shit. Shit, shit." Suzume started pacing again. "That's not the same tunnel I saw them in. They're surrounding us." She stopped and glared at Korra as she removed the water from The Captain and Wakaki and started healing herself and Huan. "Can't you do that any faster? We've got to get out of here!"

"Believe it or not this isn't something you can rush." Korra responded with an edge to her voice. "Plus my bending hasn't reached the point that I can get high enough to bend the slab to carry us out of here. Besides what's the big deal? They're just spider rats." Incredibly big spider rats maybe but still spider rats. A quick fire ball would teach them to stay away.

"Spider rats the size of cat owls! They'll attack adults that size! I've seen it!" Everyone raised their eyebrows at that as Korra moved to begin healing her and Li. "I grew up in The Gut." Suzume explained and everyone but Korra and Li ahh'd at that.

"What's The Gut?" Korra asked. Was that another borough like Dragon Flats and Little Omashu? Both of those were pretty bad compared to the more middle class neighborhoods that she usually frequented, most recently helping Mako and Bolin find a new place.

"A shithole." She answered plainly. "It's near the factories so you can't breathe the air, the street doubles as a sewer, and half of it is officially condemned but people still live there." A distant look entered her eyes as Korra removed the healing water and she rubbed where the wound used to be. "But the worst is the spider rats. They're everywhere. In the alleys, the garbage, and the fucking walls. And they just wait for the perfect time to attack, either stealing food or going after it more directly." The rubbing picked up speed and moved up to her shoulder. "They'd kill people's pets, swarming full sized dogs and cats, and just pick them clean before you even get home." Her breathing started to pick up and Korra took a cautionary step back. "I saw them attack homeless people especially. Just appearing out of nowhere when they enter alleyways. All it takes is five or six of them; that's all they need to get ballsy." She brought the other arm to the other shoulder and held herself. "You can't leave babies alone. Not even for a second."

Korra just stood there with everyone else dumbstruck, completely clueless on how to handle a situation like this. Her training at the South Pole never really covered comforting deep rooted psychological trauma. Luckily it was Li who brought Suzume out of it with a simple hand on her shoulder and firm squeeze. Her eyes refocused and she looked at him and he offered a simple smile which she returned. She then turned back to Korra and asked, "So we getting out of here anytime soon or what?"

"Yeah, but first hold this." Korra instructed Li to cup his hands and weaved the healing water into them.

"Sure, give me the healing sweat to hold. That's… that's just great." Li complained looking down at it as the blue glow disappeared and Korra rekindled flames into her hands.

"I'm going to scare them off and make it clear that if they get any closer to us they're going to get burned. I highly doubt they'd put up with the fire alone just to get a meal." There were six tunnels all around them and Korra started with the one that Suzume had first seen them down, launching a fist sized blast of fire down the tunnel. It traveled down it uneventfully until it hit a wall some ways down, its dying light revealing a fork that led to two other tunnels. Working clockwise she fired down the next tunnel and the next until the fourth where a brief flash of a brown furred skeletal leg as the spider rat fled the flame soaring above it. There was a muttered "did you see the size of it?" from Wakaki and Suzume gritted her teeth but the fifth tunnel proved to be as empty as the rest.

Korra for her part was just enjoying being able to bend her favorite element again, loving the surge of power that traveled from her lungs to her shoulder and then down her arm and out the fist. It felt good to be powerful again, to be in control even in this crazy situation where she was working with Equalists. By the third tunnel Korra and moved on from simply just throwing a ball of fire to more complicated maneuvers. For the fifth for instance she had decided to go with a pair of smaller and faster shots of firebending that had erupted from the tips of a pair of outstretched fingers on each hand. Readying herself for the final tunnel Korra instead kicked a final stream of fire into the tunnel, holding the position long enough that she'd be sure that the fire would hit the end. She doubted that the others would find it impressive but it was good practice nonetheless. The feeling of power she felt when the fire traveled out her foot disappeared when it revealed what the final tunnel contained, replaced with a cold terror.

The spider rats were packed closely together, their legs nearly interlocking so that their bodies could be pressed against one another to save space. The ones the fire first revealed were normal in size, just over ten inches in length with their ears and thick body hairs laid flat and pitch black eyes staring forward, with more than three dozen of them forming the first line at the mouth of the tunnel. Soon this gave way to ones as big as cat owls, towering above their average sized brothers and sisters in small pockets among the swarm. About half way down the tunnel they saw one as large as a wolf in the dead center of the swarm filled tunnel, its chelicerae twitching excitedly. When the fire sailed over it the largest spider rats' thick body spines raised themselves to full mast and its chelicerae open wide so its mouth would be unimpeded when it let out a piercing screech, like metal being dragged against glass. In unison the others mimicked it their many voices coming together as one death howl as they surged forward toward Korra and The Equalists, the larger ones just stepping over the smaller ones.

In response, Korra and the others turned and fled down the opposite tunnel at full sprint.

Suzume and Li took the lead, Suzume surprisingly the only one not screaming in sheer terror, while The Captain and Huan continued to carry Wakaki in the center, straining to keep up and have enough space in the tight tunnel. Korra brought up the rear bending fireball after fireball into the face of the swarm, watching as the spider rats fur caught flame when struck and as they spasmed in a death thrall that went ignored as their brethren simply filled in the space created. The new spider rats simply walked over the dying and the swarm seemingly never lost mass as they did so, their screeching death howl continuing uninterrupted. When she reached the mouth of the new tunnel Korra spied new swarms emerging from the adjacent tunnels.

'That's impossible! It was clear!' She screamed in her mind, or it could have been aloud it was hard to tell over the screeching, as she flung fire at one of the cat owl sized spider rats'. Its body crashed to the ground as the others rushed over it, uncaring that their skeletal legs got singed in the process as its fur burned away to reveal the solid black chitin underneath. A scream of pain broke the through the ones of terror behind her and Korra swung her eyes to find a spider rat, its coat a deep silver instead of brown, latched onto The Captain's face. She fell back onto the wall, shoving Huan and Wakaki out of the way, as its chelicerae dug into her brow and its jaws clamped down and chewed through her right eye. The two clawed toes on the end of each leg digging into her cheeks and forehead, ripping bits of flesh away as it constantly dug and pulled to get a grip.

A screech above her forced Korra to tear her eyes away from the horrific scene to a spider rat falling down towards her, its fangs salivating as it no doubt prepared to dig its jaw into her face. She breathed a torrent of fire that caught the beast right before it crashed into her arms, barely raised in time to protect her. It no longer had coherent movement as its claws dug into her flesh, ripping away skin deep enough to expose muscle and screeching in its death thrall, the sound alone painful enough to sting her ears. Korra gripped around a pair of legs, the burning fur falling off and letting her grip the chitin underneath, and flung it into the swarm with a guttural roar made from a mixture of rage and the pain of her muscles feeling the sting of air for the first time. Fury fueling her actions she sent a wave of fire across the tunnel, insuring it to burn the spider rats gripping the very walls when the floor proved too crowded when the other swarms joined, and turned back to the others.

Suzume and Li had managed to pull the spider rat off of The Captain, and were now stomping its body into a bloody paste while the bottom of their feet turned a sickening red with clumps of fur stuck to them, who lay against the tunnel wall holding her face. Blood flowed freely from between her fingers as Huan tried to provide some measure of aid while Wakaki leaned against the wall and stared up at the ceiling, his mouth trying to help him formulate thoughts. Korra followed his gaze to see a small rough crater on the ceiling, just big enough for a spider rat to tuck its body into, and came to the same conclusion as Wakaki did as she turned her gaze back to the stomped on silver spider rat. Its coat matched the metal walls perfectly, even with the orange glow of fire.

That solved the mystery of where the swarms from the cleared tunnels had appeared from.

Feeding the fire at the mouth of the tunnel again and hearing a slew of new death screeches that filled her with a savage joy Korra ran to The Captain trying to collect the sweat off of herself and Suzume and Li to create more healing water. "Move your hands! MOVE YOUR FUCKING HANDS!" Korra screamed as she fought away a gibbering Huan and tried to get The Captain to stop covering her face. She managed to pry away one hand and nearly fell back when she saw the condition she was in.

The Captain's right eye was gone, what little white remained of the soft eye ball mixed in with blood pouring out from the empty socket and the eyebrow hanging from a thread above it. Her cheeks had been torn open giving Korra a glimpse of her mutilated tongue inside, with what looked like deep gouges on her teeth and on the exposed cheek bones. She tried to bring the healing water to her… everything when The Captain's free hand stopped her, weakly smearing blood all over Korra's wrist.

"no…" She managed to garble out through the blood in her mouth. "get, them… out." She gestured to her team that was just watching in stunned horror at what had happened to their leader, unable to do anything to help, Huan huddled next to Wakaki and cried to himself in terror. Then she pointed to where she assumed the spider rats were, still held back by the flames. "feast… you… t-tim-" Her grip on Korra's wrist weakened until her hand fell to the floor, the other stuck to shield the other side of her face, as the blood slowed and then stopped all together. Korra fell backwards onto her ass and then scooted as far from the body as she could, slamming into the wall next to Wakaki and brought her knees as close as possible. They stood and sat there for as long as the spider rats allowed.

They turned and watched when a particularly loud howl emerged on the other size of the flames, the spider rat the size of a wolf came crashing down on top of the fire, still burning because Korra had bent it to stay lit for as long as she could hold it. Instead of getting up and charging at them it stayed, the flames already eating its legs and face, so that the swarm could use its body as a bridge. Soon even it couldn't be seen under the mass of smaller spider rats leaping off of him to continue the flood for food.

"GO! GO!" Korra and Li yelled at the same time as they grabbed Wakaki and slung him over their shoulders, Suzume and Huan taking the lead while Korra kept a flame in her hand to brighten the way. She cast one last glance at The Captains before they rounded a corner to see the swarm over take her body. For a brief moment the spider rats stopped to feast before those who couldn't find any spot to eat or burrow inside for the organs continued after them.

They barreled through the maze of tunnels with no idea where to go, taking rights and lefts whenever it seemed that the death howl was getting too close. Sometimes someone would cast a glance back but they only ever saw darkness, the swarm no longer illuminated by fire light but the still assuredly there. "Fuck, fuck, fuck." Someone was endlessly repeating over and over again next to her or maybe it was her, she could hardly tell right now. She cast her own glance behind them and still saw nothing but experience had her watch the ceiling constantly, checking for any discrepancies closely.

Not that looking at the floor would have helped when the metal panel under them crashed up and launched them backwards into the air.

Suzume and Huan were on the other side of panel as other three fell backwards onto their asses and came face to face with the horror that uprooted them. Korra could only see the head of what looked like a spider rat but it was too large to possibly be such a creature, its head equaling Naga's in size and doubled in number of sharp fangs. The monstrosity brought a skeletal leg as thick as her arm up out of its hole and swung it at them impossibly fast, one second just being an open salivating mouth of teeth with twitching chelicerae and the next swinging hand length scythe like claws at them. Korra kicked a fireball at it and quickly rose to her feet with the others when it gave a pained death cry the fire spreading across its face rapidly only for its claws to suddenly swing and hook Wakaki in his previously injured leg, the claw digging in and punching through the other side far too easily.

It ceased its death cry as soon as Wakaki started his, suddenly uncaring of the fire consuming its face and how one of its chelicerae withered in the fire, and tugged him towards his death while Korra and Li struggled to get a footing against its strength. "Oh please help me. Please don't let go. I don't want to die." Wakaki cried as the claw tore through his leg as the tugs grew harder and tears streamed down his face, knowing what was going to happen soon. He was wrong.

When he got close enough, the bottom of Korra and Li's feet scrapping against the floor, the monsters head split open in four different directions, the teeth splitting with it and a section going with each flap. Wakaki's pleas were replaced with screams of terror and joined by their screams as the creature pulled them even closer. Four thin tongue like appendages appeared from inside its mouth and snaked their way across the ground to him, leaving steaming trails of acidic saliva where they went eating the metal. The first to arrive wrapped itself around his ankle of the hooked leg and Korra watched in a somehow growing terror, when she was sure she reached her limit when The Captain died, as the skin boiled away and melted the muscle to scorch the bone. Two others wrapped themselves around his calf and thigh on the other leg, soon leaving nothing but a burned flesh near the tongues that wrapped around bone. While the final one, much longer than the others, settled on his stomach and the base of his rips. Wakaki managed to give one final death gurgle as blood exploded out his mouth when the tongue boiled its way into his intestines and started to turn his blood into steam and burn his organs before he went limp in their arms.

"Let him go!" Suzume yelled which Korra and Li immediately complied with, dropping him to the ground and frantically backing away from the monster while its tongues pulled him into its jaws and disappeared into its hole once more with him. Suzume and Huan waited a second before leaping over the panel in the darkness and urging Li and Korra up, the sounds of the swarm growing ever closer. Korra rose to her feet and managed to rekindled the flame again in her shaking hand, looking into the terrified faces of her companions before they continued deeper into the labyrinth.

**I had originally posted this in the general Legend of Korra section but took it down after it received absolutely no response considering it a failure. After a while I decided I liked the concept too much to ignore the whole story I had planned out so I've decided to move it here, where it will find those who would actually be interested in a Cthulhu Mythos inspired horror story in the Avatar/Legend of Korra universe.**


	2. Those He Favors

Time stretched on in the darkness of the tunnels, with nothing but the fire held by Korra to guide them and the never ending death howl of the spider rat swarm behind them to keep them running despite the protests of their bodies and minds. It seemed that their training as chiblockers had lent Suzume, Li, and even the aged Huan a great deal of physical stamina as they were able to keep up with Korra after what felt like hours of running but even she had her limits. Her breathing was becoming heavy with lungs burning desperately to get enough air, her vision was blurring around the edges making the darkness seem closer than she knew it could possibly be, the fire in her hand nearly flickering out with each breath, her arms were becoming heavy and numb as the running kept her wounds open and blood fell to the ground behind her, and every step felt like walking on glass with the blisters that had formed on her feet.

The one who suffered the worst of it was Huan though. He was no longer able to keep his head up as he ran, supporting himself on Li to guide him, and was making the most desperate sounding gasps for air, as if his lungs were tearing themselves apart with the force of it. The blisters on his feet seemed to have burst as he was leaving behind bloody foot prints to mix with the drops of blood from Korra's arms, making a very nice trail for the spider rats to follow.

'Keep going. Just keep going.' Korra chanted in thought to herself as the howling of the swarm got louder, signaling that they had been slowing and needed to run faster. 'We're going to find an exit. A tunnel with some light at the end of it or we'll loop around and end up back at where we landed.' She thought desperately just wishing to be out of this nightmare, just wishing she were home and safe and not fucking hunted. Korra grasped onto the thought of home, both Air Temple Island and her home town in the South Pole even with as little she actually got to see it growing up. She thought of her friends, times spent hanging out and fighting Equalists and Probending. She thought of her family, of the differences between her mothers' and Pemas' cooking and Tenzin teaching her airbending and her father teaching her how to hunt and maintain its tools. She thought of how the push and pull of water was always present through her bending, either from the snow of her homeland or from the bay around Air Temple Island. She could feel it even now as though it were calling to her from down… that… tunnel…

"This way!" She commanded, her voice hoarse and rough, and pointed to a tunnel coming up to their left. Unlike the two farther down that just split from the original this was a hard turn and they had trouble making it while keeping their momentum, afraid to slow too much for even a second, and slid along the floor. Previously they had just been going down whichever tunnel the person in the lead chose, trying their hardest not to go in a circle and end up at the rear end of the swarm, but now they followed Korra's instruction blindly as she sought the push and pull of the water somewhere in the darkness. The push and pull grew stronger and stronger and Korra felt some of the terror previously gripping her heart rise with it. She guessed the swarm was only at most ten seconds behind them so she'd have to be fast.

The wall to their left gave way to reveal that they had entered into a chamber so large that even the fire light couldn't find the opposite side on the other end of the water. Yes glimmering in darkness was a large pool of still water that rested throughout the majority of the chamber, a small dock being the only "land" available for them to stand on other than the continuing strip of the tunnel that led to another doorway that continued into the darkness. Korra quenched the fire as she ripped a wave of water out of the pool and sent it over their heads and crashing over the mouth of the tunnel they just left and freezing it solid. For a moment there was only their desperate gasping as they fell to the floor in exhaustion and the sound of waves hitting the metal dock and walls for the first time in who knows how long before the swarm slammed into the ice.

Korra was the closest to the ice barricade and called up what little fire she had left in her, the urge to just collapse to the floor and pass out inhumanely strong, and gazed at the wall of ice. She had made it as thick as she could so only faint shadows of the spider rats could be seen. They had quickly scaled the other side looking for any opening along the edges, their claws digging into the ice with a fair amount of difficulty, unlike when ripping into human flesh, if their slow movement was to be believed. Soon they dug and bit not only at the edges but at every inch trying to tunnel through and feast, until there was nothing but single moving shadow of death on the other side.

"Will it hold?" Suzume asked and Korra turned to find them all but collapsed on their knees looking at her, pleading her to have saved them for now.

"For a while." Korra admitted and they tensed, ready to get back up and run. "But I can just reinforce it if they get too close to breaking through." She reassured pointing to the water and they all collapsed to the metal floor and let their pained bodies try to find relief on the hard ground. However Korra got back onto her feet and staggered to the mouth of the opposing tunnel and brought a wave out of the pool to seal it too so that the swarm couldn't swing around and use it. But she still wasn't done as walked to the pool in the darkness letting the call guide her and fell besides it, a hand falling into the lukewarm water as blood from her arm wounds dripped off the edge into it. Her head began to swim and drift off but she struggled to sit up, unable to slip into unconsciousness just yet. "Get over here." Korra commanded and the other three crawled over as she brought a blob of water into her hands and it began to glow with healing power.

She trailed the water up her arms first to ease the process for the others and try to bring some life back into her damaged appendages, the healing movements much too stiff than it should have been. When the water had closed her wounds, and accelerated the regrowth of her skin over them, she brought the water to Huan's bleeding feet to heal his burst blisters and then to everyone else's to try stop the same thing from happening. Once that was done they all gathered at the edge of the dock and dipped their shaking hands into the water and cupped what little they could to bring to their lips. There was a distant thought in Korra's head about purifying the water but that was pushed back with the animalistic instinct to just get the water over her parched tongue and to try and soothe her burning throat. Soon the desperate slurping died and they just laid there in the darkness, their gasping slowing to panting and eventually becoming just heavy breathing.

"What do we do now Huan?" Li asked the older man who laid next to her who spoke in between his pants for air.

"Why are you asking me?" He responded with his own question.

"You were second under The Captain." Suzume reminded. "Now that she's… gone you're in charge." The pause brought back the image of the spider rat digging into The Captain's face and its after effects right before she died. Korra suddenly had a very strong urge to clean the blood from when The Captain had stopped her from healing her off of her wrist and dipped her arm into the pool and scrubbed it clean.

"Oh, no. No, no. I was only second because I had been in The Equalists since the beginning." Huan got up of the ground and staggered away from the pool until he probably hit the wall. "No, no no. The Captain's the only one who can lead." Korra brought her hands out of the water and summoned some fire, letting her see the tired and worried expressions of Suzume and Li with Huan curled into a ball against the wall muttering to himself.

"Well what do we do now?" Korra asked. "We can barely stand let alone keep running and Huan isn't fit to lead. Who was next in command of your squad after him?" She cast another glance to the man as he hid his face in his drawn up knees.

"That would have been Wakaki." Li explained simply as a shadow passed over his face, no doubt remembering how the middle aged man had met his end to that… thing. She still refused to believe that a spider rat could grow to such a size or split its face apart and have acidic saliva despite having come so close to the creature. "And we're the same rank," he gestured between him and Suzume, "we joined up right before The Revelation so we're just grunts."

"Well then who's going to be in charge?" She asked and Suzume and Li shared a glance before looking back at her silently for a couple seconds until she got what they were implying. "What?! You can't be serious!"

"You're The Avatar! Didn't the White Lotus or somebody teach you how to lead wars and survive the most hellish conditions on Earth?" Suzume asked, crossing her arms over her chest as she stood. "And trust me; asking _The Avatar_ to lead us isn't easy for us either. The Captain was great, she got that scar because she took a metalbender cops whip blade to the face for us." She scowled at Korra. "She believed in Equality like us but she understood necessity. Which is why she asked her own oppressor," she pointed to The Avatar who glared in response, "to help us escape and then asked her with her dying breath to see us out safely. Or did you forget that?"

"The hell is your problem?!" Korra growled out, her blood beginning to boil as she too stood. "In case you haven't noticed I'm the only reason any of us are even alive! I've burned dozens of spider rats and healed us all and erected the barrier that's making _this conversation even possible_!"

"Last time I checked burning chunks out of the swarm doesn't do shit. They fill in the ones you've killed just as fast and they don't seem to be hurting for numbers!" She gestured to the ice barricade which was still dark with the number of spider rats trying to get in while Li glanced uneasily between the two, trying to decide what to do or say. "And where was this great spider rat killing skill when The Captain got her fucking face torn apart?! Li and I had to rip it off and stomp it to death! Or when Wakaki got grabbed by that thing in the floor?! You think one fiery blast from your leg is going to kill something that big!"

"I was trying to block passage into our tunnel with some fire and I couldn't do anything because I got jumped by one of those hidden ceiling spider rats too!" Korra yelled while holding her arm out to show the damage it had done and she had attempted to heal. "And you weren't in front of that thing when its… tongues burned through Wakaki's flesh to the fucking bone!" She looked to Li for support on this as he'd been carrying Wakaki with her but found him just flicking his eyes between them and rubbing his hands together. "You were the one who told us to let him go when he died anyway!"

"Because you two were practically pissing yourselves with fear! You'd have let that thing eat you because you would have forgotten something as simple as letting his corpse go!" She brought an accusatory finger to both Li and Korra. "I would have expected more from the woman who stood up to and defeated Amon, or Noatak or whatever his fucking real name is." Her angered face took on a sneer. "But I guess having your ass wiped for you since you could walk because you're The Avatar makes you soft. In The Gut you gotta be able to defend yourself by the time you leave the cradle."

"Well at least I'm capable of defending others from a swarm of them! You can't even protect babies in cribs from regular sized spider rats!" Korra shot out with a fair amount of venom, bringing up her supposed battle with Noatak and her unresolved fear of him even in their final encounter setting her on edge. She had expected Suzume to fire back with own accusation but her eyes narrowed at The Avatar and she sucked in a breath and clenched her shaking fists. Korra barely had time to dodge the fist that was swung for her face.

Suzume didn't use any of her fancy chiblocker moves and was too enraged to do anything other than savage fists and kicks along with trying to get a hold of Korra so she could beat her. Korra for her part had to fight her exhaustion, which Suzume in her rage had forgotten, and keep the fire in her hand lit and away from actually hurting her. Unable to use firebending or waterbending to keep her in place, solid ice enclosed around bare skin never ended well, so she was limited to airbending to fight off her furious opponent. Korra took a step and fell back to avoid an uppercut, landing back on one hand so the light wouldn't go out and kicking out to trip Suzume. She stumbled but gained her balance only for a blast of air from Korra's other leg to send her off her feet and nearly into the pool. Back on her feet Korra began to cock back her arm to unleash another blast while Suzume charged forward until a pair of fists with two fingers extended and struck Suzume along her left side. Korra almost breathed a sigh of relief before Li struck along the arm she was going to airbend with, blocking the flow of chi.

"Li you fucking traitor!" Suzume cursed as she fell to the ground, all movement from the limps on the left side of her body paralyzed.

"I'm sorry but we're not going to get anywhere with you two fighting!" Li apologized as Suzume snarled and used her functioning limps to drag herself away to rest by the wall next to the dock, careful to not let her paralyzed limps to fall into the water. He sighed and turned to The Avatar who gave him a glare of her own as she tried to work feeling back into the arm by shaking her shoulder, it'd take a while before she could bend out of that arm. "I'm sorry but I didn't know if you were gonna attack her after I disabled her."

"What the do you take me for? I'm not going to attack anyone who can't fight back!" She would threaten people sure, like that annoying Equalist protestor in the park, but never do any lasting physical damage. "Besides what could I do with airbending? If I wanted to hurt her I'd deliver a water whip across her face!" She said loud enough to make sure that Suzume heard.

"I've heard stories about what Avatar Aang could do with airbending, knocking people into buildings hard to break backs and split skulls. He racked up a sizable body count before he even got to the Northern Water Tribe." Li explained, pointing out how the stories of Avatar Aang's adventures told to children usually let out the consequences of his more powerful bending feats. Master Katara had told what had really happened during a few noticeable incidents and… damn. "But you pushed her over the edge with your comment."

"Did she really lose a kid?" Korra asked looking away feeling the weight of guilt settle in. In retrospect that was a bit harsh but she wouldn't stop with the fucking criticisms! Without her they would have been dead, swarmed by the spider rats whenever they decided to jump them in the dark unable to get out.

"No she lost her brother." He whispered stepping closer to her. "Her parents let her babysit one day and she left the room for a couple seconds to get a glass of water. She came back when he started screaming and she found his crib just coated with blood as they ripped him a part. He was a year old and she was eight." Korra's eyes went wide at the image of it. "We, we're the new blood to the squad and joined at the same time so anytime something boring or unpleasant needed to be done we always got paired. Lot of time to talk and share." He turned to look at her as she glared back at him. "I'll talk to her. Can you talk to Huan?"

"Huan?" She asked confused looking to the older man still curled up against the wall.

"He didn't even lift his head the entire time you two fought." He explained. "He's always been sort of quiet so I don't know him that well."

"Then what the hell am I supposed to say to him?" She asked. "Should I try to connect with him over fights we had when he was in the chiblocker uniform?"

"Maybe." He replied beginning to turn. "We all got launched up into the air with your earthbending on Avatar Aang Memorial Island." Then he strolled to Suzume, leaving Korra to try and pick out which of the numerous masked chiblockers that had attacked her during her first meeting with Amon had been them.

Leaving the dockside as well she walked, with no pain from her former blistered feet making it seem like heaven to the previous few hours, over to Huan and knelt in front of him. The older man kept his face to knees and just kept muttering to himself as Korra placed a hand on his knee to get his attention. His head shot up and he gazed at her with bloodshot eyes, see through more than looking at her. "I'm sorry is it time to go? If you're asking me if we should I can't. I just can't." He began to shake his head but Korra stopped him with her response.

"No, I… I think I'm going to be in charge." Relief washed over his face when she said this and he smiled at her.

"Oh that's good. That's good. I'm not fit to lead anybody." His smile faltered. "We're gonna die here." He held up a hand when she made to counter. "Not you, you're the Avatar. Avatars don't die in dark holes. They die in battle or peacefully in bed. But we won't." He gestured to himself and then to Suzume and Li who were having a hushed and heated argument. "The spider rats brought us here for that reason. So we can die."

"I brought us here. I followed the push and pull of the water." Korra explained while Huan just shook his head.

"How is it we ran down the one tunnel without a swarm of spider rats hiding in it directly opposite from the one we found? That the swarm would wait for us to spot them before attacking when they had plenty of time to do so?" Korra's eyes started to widen when she realized what he was implying. "They recognized the pattern you searched the tunnels in, giving you false leads by letting the light hit their eyes in the other tunnels, and then they gathered in the last one and cleared the one directly behind us so we'd run into it."

"Huan these are animals!" She reminded, not liking how serious or delusional he was. "Animals that have brains the size of marbles! How could they plan anything you're suggesting?"

"Animals that will readily sacrifice themselves if it's for the good of the swarm, that big one sacrificed itself to become a bridge for the others, and what about that thing that killed Wakaki? Was its brain the size of a marble?"

"That thing was a fluke. A freak of nature." She shuddered at the memory still. She could even smell Wakaki's flesh being boiled away and his bones being scorched.

"More evidence that these aren't just animals. It waited until you, Li, and Wakaki walked over it before attacking when it could have gone for Suzume and me." He looked past her to across the pool with its flickering waters. "It wanted Wakaki."

"What makes you say that?" She asked, casting a worried glance to Li and Suzume who were still arguing but not as fiercely.

"He was the dead weight." He said simply and without mercy. "He would have dragged us all down to the point that the spider rats would have overwhelmed us. But they don't want that, they want us scared and moving to somewhere. Maybe here." He continued staring out at the water. "That's why they killed The Captain; that spider rat aimed at her, not the wounded Wakaki. Kill the leader and break morale, we just ran deeper into this place instead of holding our ground."

"Huan you're taking some pretty big jumps here. They laid some traps to get prey like any animal would; it doesn't mean that they're planning something." Korra countered. She needed a way to end this conversation or divert his line of thinking. Maybe…

"Then why haven't we at least encountered anymore spider rats burrowed into the ceiling?" He gazed up at the ceiling to look for any and found none. "There haven't even been any burrowed craters for them to hide in. Because you're here they knew you'd feel the water and push us to go he-"

"What was The Captain's name?" She asked suddenly and Huan dead stopped in his explanation and he tried to answer, opening and closing his mouth. "I've been referring to her as just The Captain. I'd like to know her name."

"It, it was Ty Lee. Captain Ty Lee of 38th Chiblocker Assault Squad." He said looking away. "And before you ask yes she was named after who you think."

"I'm not surprised. A lot of people are named after heroes from The Hundred Years War." She smiled at the thought, trying to imagine the number of hands that would be raised in a group of old people if you asked "Who's named Aang or Zuko?" Huan started to draw further into himself and Korra decided to press on with her plan. "I heard her and Wakaki talk about their spouses and someone named Biming when I was healing him."

"Biming is The Captain's son. He's going to turn 14 in about three months." His head fell to his knees. "Oh spirits who's going to tell him and Jian about her? Or tell Seiko about Wakaki?" He clutched his head at trying to think of possibly explaining Captain Ty Lee getting her face torn apart or Wakaki getting eaten by a giant spider rat.

"You will." Korra said firmly. He started to shake his head but Korra stopped him. "We're all going to get out of here Huan. You, me, Suzume, and Li. I'm going to speak for you guys at your trial and when we find them you're going to tell Captain Ty Lee and Wakaki's families what happened."

"No you should do it. You're The Avatar; if anyone survives it'll be you." He tried to draw into himself again but she placed her hand on his chin and forced him to look her in the eye.

"I'm giving you an order Huan." Korra commanded in the firmest voice she could muster and he starred at her for a second before he threw his arms around her and enveloped her in a hug and a whispered "Thank you." She awkwardly gave him a pat on the back, now very much aware that they were still both naked, and a "You're Welcome." After a moment they separated and she helped him to his feet and walked to meet with Suzume and Li who sat by the dock side, staring out at the water.

"So what now?" Li asked when they settled down next to them. "I don't think we're going to be able to keep running." He gestured over his shoulder to the other ice barricade where a small number of shadows were gathering at the bottom and starting to scale it.

"Shit." Korra whispered to herself as the shadow of the spider rats grew larger, effectively trapping them inside.

"Great, the fuck are we going to do now?" Suzume repeated Li as she gazed across the chamber to the darkness in front of them, the other side shrouded in the shadows. "Swim across?"

"Won't have to. I got us a way out. " Korra said to their confused looks as the fire in her hand moved to the tips of two of her fingers and went from a natural crackling fire to a sharp point, burning with even greater intensity. "My bending's' returned to the point I can bend two elements at once," she bent some air into the other hand and Suzume glared at it, "and more importantly bend fire hot enough to cut through metal. I cut a hole out of the metal walls until we hit earth and then just bend a tunnel out of here." She stood from the dock side and walked over to the wall, ignoring the frantic scratching from the spider rats at the nearby ice barricade. "We'll be out of here in no time."

* * *

"WHAT! THE! FUCK!" Korra swore as the sharp fire at the end of her finger tips sparked against the metal. She pulled back the flame and lowered its intensity to examine the lack of progress she had made over what felt like the past hour. Only a faint scorch mark left any indication that any damage to the metal had been made and Korra drove her fist into the wall with an angry roar, trying her hardest to make the metal bend to her will.

"So how's that escape tunnel coming along there Chief?" Suzume asked from where the three of them were relaxing, Huan staring up at the ceiling next to Suzume while Li dangled his legs into the water and kicked them back and forth, sending waves out into the darkness. "Cause at this rate I'm pretty sure that you'll be able to learn metalbending like The Great Toph Beifong did."

"Suzume one more word and I'll launch you into the pool." Korra responded as she went back to trying to cut the metal. Suzume huffed but fell back to the ground in silence, joining Huan at staring at the ceiling.

"Water's not that bad actually." Li called from the pool side. "A bit on the cold side but enjoyable enough."

"You're going to get your ass killed over there." Suzume warned. "Some giant fish or squid thing is going to just grab your legs and pull you under and that'll be it. All we're going to see is a spreading pool of blood in the water." Li was silent for a moment then he quietly lifted his legs out of the water and slid away from the edge of the pool to join Suzume and Huan.

"What about the glowy Avatar thing you can do?" Li suggested. "I bet then you can get the fire hot enough… as long as you don't accidentally kill us in a blind glow powered rage."

"Oh gee the Avatar State!" Korra replied sarcastically as the fire flared a little brighter. "I'm so glad you reminded me that I can tap into the collective power of all the past Avatar's! Sure wished I remembered to try that when we were being chased through the tunnels! Oh wait! I did! And! It! Didn't! Fucking! Work!" With each exclamation the fire grew hotter and brighter and the metal still didn't melt. "DAMN IT!" Korra screamed as she gave up with a final flare of flame and stormed away from the wall to join them. "Guess we're going to have keep running. Anyone remember which direction we came from?" Before anyone could answer a crack appeared along the icy barricade of the doorway they had originally entered through and a single spider rat leg squirmed its way through, swiping fruitlessly at them as it tried to squeeze the rest of its body through the opening. Korra brought a stream of water from the pool and sealed the crack, freezing the spider rat inside the barricade. "Because if we burn our way through the swarm maybe we can loop our way back around to the entrance." She resumed as if nothing happened.

"So we're going to just run on burning spider rat carcasses?" Suzume challenged and Korra began to massage her temples in frustration. "Off into the darkness? With no idea how thick the swarm actually is?"

"I can move the bodies out of the way with airbending." Korra explained slowly. "And it doesn't matter how many of them there are; we only need to kill enough to cut a safe path through even if they go all suicidal on us." She sat up off of the floor to meet Suzume's gaze as she did the same. "What's your idea? Is it still swimming across?"

"What if you make a boat out of ice to get across with?" Li asked as he sat up to join the conversation. "If there's a dock here then there could be another across the pool. One that probably doesn't have a shit ton of spider rats trying to eat us." Korra and Suzume decided to cast their glares to him at his suggestion. "What? It's just a thought."

"You want us to put our bare skin to solid ice? For who knows how long it's going to take to cross that?" Suzume asked with a raised eyebrow while throwing a thumb over her shoulder to point out across the water. Not that the ice would have bothered a waterbender, let alone The Avatar, but Korra had to agree with Suzume. "And I was joking earlier." She said looking back at Korra to answer her earlier question.

"What about you Huan? Wanna chime in with an idea?" Li asked the only person not sitting up. "One that hopefully doesn't involve us going back into the tunnels?" Korra's eyes narrowed as her idea was once again meeting resistance. It seemed that her being in charge didn't warrant more trust in her decisions.

"Avatar Korra is in charge. It's her decision." He answered, not bothering to sit up or even move his eyes from the ceiling. While his support was appreciated Korra wished had come from someone who hadn't had a mild breakdown only an hour ago.

"Fine but I'm still casting my vote to not going back out there." Li resigned from the debate as if voting was a part of this. Maybe under Captain Ty Lee it was but not under her. "But it will at least get us away from the sound of them trying to eat their way in here. I swear it's going to drive me mad." And when he finished speaking the spider rats ceased there attempts to get inside, the shadowy mass on the other side of the ice breaking apart and disappearing. They all shared quick glances with each other as they cautiously got to their feet, backing away from the frozen barricades to the edge of the pool. "I swear if it's a rescue party it's going to drive me mad." Li called out hoping that he could repeat whatever made their tormentors leave for a rescue.

Instead of flashlights or at least human shaped shadows a massive one appeared out of the darkness at the original tunnel and rammed the frozen barricade, a crack appearing along the left side and spreading out towards the center. Korra brought a stream of water to seal the crack just as it reared back and rammed it again. "What the fuck is that thing?!" Suzume yelled as another massive shadow appeared at the other tunnel barricade and began slamming into it, cracks spreading outwards to be quickly sealed by Korra. Back at the original tunnel the shadow ceased its attack, perhaps realizing that Korra's hasty repairs made it a useless endeavor, and for a moment it seemed to just rest there before the ice at the center began to thin and melt, steam rising off as four tongue like appendages wormed through and set about making the hole bigger.

"Oh come on!" Korra shouted as she tried to apply more ice only for the water to evaporate as soon as it hit a tongue, the hole becoming large enough to see the burned face and withered chelicerae of the colossus spider rat monster behind it. "Get in the water! We're leaving!" Suzume and Li bolted off the dock and into the water while Huan remained, switching between looking at the monsters behind the barricades.

"Why is it above ground now?" He mused, seemingly detached from the danger that they were in to the point that he didn't hear the others orders to get in the water or notice Korra until she had shoved him into the pool and dived in after him.

"All right so what no-" Li began to ask before Korra began to circle an arm around her body, careful to not collide with the other holding the fire, and the water began to swirl around them. Soon they began to sink, their own circle of water never going past their waists, as it drained away and they were forced to go deeper and deeper until the walls of held back water grew tall enough to collapse. But with a swing of her arm Korra forced the water to remain above them as they continually sunk, the light of the fire soon no longer able to illuminate the dockside or the dark shapes of the monster spider rats as they peered down at them through the water, leaving them with nothing but darkness all around them and a side of smooth metal at their backs as they descended.

"Well, this isn't what I was expecting." Suzume muttered as she peered out at the impenetrable darkness of the water outside of their little bubble of air. "This is a… odd feeling." She said as she looked down at her kicking legs that kept her level with the water.

"Better than the sub at least." Li said and they all murmured in agreement.

"You guys had a submarine?" Korra asked. Although since Hiroshi had invented gigantic humanoid tanks and those flying machine things that dropped bombs, Asami had dubbed them "biplanes", it shouldn't have been surprising that they had something as simple as a sub.

"Yeah some cramped piece of crap that we used when we had to get out of the city by sea and had to go undetected." Li answered. "I think Captain Bo and the 27th Engineer Squad bugged out with it before Commander Bumi showed up though." Great, now she'd have to tell General Iroh that there was an entire submarine filled with Equalists on the loose.

"Assholes are probably on Ember Island. Just relaxing on the beach staring at Fire- at Fire N-Nation tail." Suzume stuttered out momentarily and Korra raised an eyebrow at her before she felt her feet touch something solid and looked down to find that they had reached the bottom of the pool. The squishy, cold, discolored, and most certainly not metal bottom.

"What the hell?" She said, feeling the ground seep in between her toes as the water rushed away. Well mud was still earth so she brought her right leg up, distantly realizing that she was running out of limps to bend with, and brought it crashing to the ground trying to force it to solidify and give them something more comfortable to stand on.

Nothing.

"This… this isn't earth." She whispered before her head shot up. "We should get out o-" None of them were listening to her, instead far too busy turning into crying and blubbering messes. Tears streamed down their reddening eyes as their lips and shoulders quivered, trying to form words but coming up with gibberish. "What the hell is wrong with you guys?!" She demanded as Li and Suzume fell to the ground and moaned, curling inwards and covering their heads. Only Huan remained standing, his knees shaking and his hands clawing at his face.

"He's here. Oh spirits he is here." He managed to blubber out as Korra extinguished the fire and placed a comforting hand on his shoulder in the darkness which was difficult given that she had to keep her other arm moving so that they wouldn't drown.

"Huan! Stay focused! Who's here?!" She screamed in his face.

"He is singing but he is still asleep! He is asleep but he is still singing!" He blubbered as he collapsed onto her frame, forcing her to take a step back to not interrupt her waterbending. He fell to the ground and joined Li and Suzume in weeping, leaving Korra the sole standing member as she reignited the flame in her hand so she could look at them. There was a shift in the shadows around their bubble of water and Korra stopped and stared, her blood going cold. The shadows remained still as Korra kneeled down and hissed to Huan.

"Get up! We got to go!" But Huan continued to blubber and Korra groaned, looking at them as they wept.

"He's mad! Absolutely mad!" Suzume cried clawing at the air. "He sings so terribly! …It's beautiful!" She breathed, to mad to notice what was wrong with what she just said.

Korra sighed and extinguished the fire in her hand switching which arm she was using to maintain their air bubble, letting the oppressive darkness rush in and leave her with the sounds of her companions crying and mad mutterings. 'What are the chances that the spider rats are gone now?' Korra wondered to herself desperately. 'They're animals so once they break through and notice we're gone they'll leave. Just got to wait awhile.' She decided as a whisper of disagreement slipped into her mind.

'They led you to the pool. They grew tired of waiting and sent the big ones to force you in.' It whispered in Huan's voice, naturally because he was the one to come up with this theory. 'They want you here.'

'They're animals. They can't plan.' She responded to her internal argument.

'Maybe something is doing it for them.' It responded preposterously in her opinion.

'That's even more ridiculous!' She argued back.

'Then what's driven them mad?' It asked and Korra summoned the fire back to look at her companions.

'It's just the stress of the situation.' She reasoned with herself as she examined Huan, still muttering about someone being here, and Suzume, still crying about singing, and then moved to LI who was… silent? Maneuvering past Huan and Suzume Korra kneeled next to Li as he stared up at the darkness and his mouth formed silent words. "Li?" Korra asked as she moved to him, kneeling next to his side, the ground oozing around her knees. It was difficult to get close to him what with having to hold fire in one hand and keep the water going with the other but she edged his side with her knee to get some reaction out of him but he remained still and quiet. But when Korra set her leg back down it hit something warm.

Looking down Korra found a rapidly spreading pool of blood emerging from under Li.

"Oh shit!" She yelled to herself and repositioned herself so she could kick Li over, dispelling with the fire and bringing forth some healing water to replace it from outside the bubble, the harsh orange of the fire light turning to a cool blue. Placing a foot on his shoulder she tried to push him onto his side only to be met with resistance when he was lifted a few inches. Laying him back down Korra quickly scooted over and fell to her side, ignoring how the blood felt against her face and seeping into her hair, and pushed him up with the back of her hand holding the healing water. Her eyes strained to see what was causing his bleeding with the low angle and lighting she was working with but in a moment she saw it.

Rising up the ground itself dug into Li's back, her lifting him off the ground stretching it tight as it strained to cover more of him. The ground shuddered and inched farther along his skin and holes opened up along the base of the raised ski and blood spewed out before sealing and the skin shuddered to start the process all over again. It took Korra half a second to rebend the fire to her hand, the healing water evaporating into steam, shift Li to be supported by her upper arm to angle her fire filled hand at the monstrosity, and scream as she began to attack the ground with a stream of fire.

Li cried out either from the fire licking his back or from some sort of shared pain with whatever was consuming him Korra wasn't sure. She also didn't care, simply wanting this carnivorous or absorbent floor or whatever to die and free Li. The ground blackened and peeled under the flame quickly revealing yellowed fat that stank when it touched the air, smelling of rotting wood and pus that made Korra nearly reel back. She persisted as the flames made it bubble and boil before this gave way to corded pale blue muscle that snapped loudly due to the heat. She was so concerned with destroying whatever it was that held Li that she didn't hear Suzume get up and come over to her.

"He is favored!" She cried as Korra swung her head to the side to look up at her quick enough to see the foot Suzume brought down strike her square in the gut. All the breath was knocked out of Korra as the flame died and Li collapsed to the ground as Korra withdrew her supporting arm to try and knock Suzume away only for her crazed opponent, who seemed to have no problem see in complete darkness, drove her fist into Korra's left cheek sending a numbing shock through her head. Fighting off the stars that suddenly danced in her vision against the darkness as Korra felt the water bubble around them begin to collapse and with a quick flick of her wrist she sent a blind gust of wind in the direction of Suzume. Hearing her cry out and a splash of water Korra knew that she had knocked Suzume out of the bubble and quickly worked on getting it stable again with a swirl of her arms, leaping to her feet when it was stable and resummoning the fire.

Suzume stumbled back into the air, coughing up water as Korra quickly checked on Li and Huan and thankfully found them still in the same positions. "Suzume calm down!" Korra ordered as the crazed Equalist got to her feet and glared back at her.

"Their voices join His song. They come for him." She replied with more mad nonsense. "He is to be prepared."

"Priests and Priestesses of He Who Sleeps." Huan muttered off to the side in his own mad daze. "Those He Favors."

"Whatever that thing is is killing him Suzume!" Korra reasoned, not noticing Huan's use of the name that Mother Chiyo had sacrificed them to. "Why would you be okay with that?! He's your friend!"

"This is not our end." She replied and leapt towards Korra with a fist raised. When they had fought little more than an hour ago Li had stepped in and disabled both of them but with Li consumed by the floor and Huan sobbing to himself there was no one to step in and stop Suzume as Korra struggled to dodge her strikes and keep the air bubble and fire going. Korra dodged to her left and jumped back to avoid the jabs and put some distance between them, stalling to think of a plan.

'I've got to restrain her.' Korra thought. 'I can do that easily enough with some ice but if it's on there to long she could get frostbite. Spirits I wish I had some earth!' Earth wouldn't cause any harm other than bruising from the impact and she'd be able to transport her much easier although _where_ _to_ was a different matter entirely. Dodging another kick Korra muttered a "fuck it" and tore some water from around them and flung it at Suzume, catching her wrist and freezing it against the metal wall. "You just stay there until you calm the fuck down." Korra ordered as Suzume struggled against the ice. With a sigh of relief Korra turned around to get back to Li.

And came face to face with a corpse.

"Hello." The skull face spoke, a bloated tongue inside its jaw held together by spirits knows what somehow forming the greeting as its stale and rotten breath drifted up to her nose. Korra's heart screeched to a stop as she gazed into the pits that its eyes should be resting in and drifted around its face trying to find something not horrible to gaze at. She jumped from few long hairs that still sprouted out of the top of the receding flesh at the top its head down to its jaw line where flesh still clung to bone and helped hold the jaw in place. The flesh below the head was much less rotten and hung off the bone in tatters, the ends of the fingers pulled toward the earth by gravity and bony feet and lower legs held by tied flesh that looked manipulated to hold this unnatural creature together. And the chest riddled with a sunken stomach, and groin that hid any indication of gender with the state of the chest, and holes that hinted at some shifting thing inside locked behind the rib cage. "**LCK MORW TRATH.**"

Something about the words felt wrong to Korra as they drifted to her ears and pushed against her brain. The corpse brought a hand up and pushed a finger between her breasts and over her heart, the tip of the finger sagging until a sharp bone poked her through the flesh. Korra was thrown off her feet and flung through the air until she crashed against the wall next to Suzume who squealed in glee as Korra coughed and shook her head clear. When the stars subsided Korra looked back up to find more corpses walk into the bubble over by Li, their skin sagging and tattered as bone peaked and moved on its own. "This is where you go back up to the surface little Avatar." The first corpse said as the others knelt down next to Li and began dragging fingers along his sides.

"Get away from him!" Korra shouted as she threw the fire from her hand to over the corpse's heads, trying to force them to back off. Instead all they did was look at her with she assumed if they could make the proper facial movements a glare and then look to the first corpse. Taking some silent cue the corpse placed its hands on its chest and easily punctured the skin, its fingers gripping the rib cage and pulling it open. The skin around the chest gave way as the rib cage broke and something fell out onto the ground.

Korra watched as the shape, the size of a regular spider rat and seemingly made entirely of tentacles as long as her fingers, began to convulse and grow in front of her. The tentacles slapped the ground and waved in the air trying to grab whatever they could as its skin stretched and its body grew larger, a deep breathing sound coming with it. A few seconds later the creature was the size of a cat owl and the tentacles were as long as her hand and the deep breathing was replaced by a sharp hiss. After ten seconds of being outside of its cage the monster was the size of a wolf and had tentacles the length of an arm and was growling deeply. And Korra thought with a cold dread that she saw teeth somewhere behind all of the swirling and grasping tentacles. She responded by hurling a fireball at it. The flames slammed into it with a snapping crackle as the flesh of the tentacles burst and split due to the heat and it cried out with a screech not unlike the horde of spider rats.

It didn't stop it from growing though.

'Run.' The thought reverberated through her mind as the monster quickly reached the size of the monstrous spider rats. Korra's gaze flicked to Li as the corpses began to drag their fingers along his face and the pool of blood once again emerged out from under him. "I'm sorry Li." She whispered as her eyes stung and throat burned flinging herself over to Huan who had remained quietly mad by himself and hooked her arm around his side and lifted him onto her shoulders. She looked to Suzume who had thrown out an arm and was leaning forward still bound to the wall by the ice with a wild grin on her face.

"**abr yhklo wvmnt! zrtu polt!**" She cried out and Korra felt the same pressure on her brain as the corpse's words that had flung her into the wall. The beast seemed to understand it though as it turned in a manner and moved closer to her, which made Suzume smile all the wider. "You are a star. I wish to burn." She said and that was all the beast needed before it rushed forward and Korra cried out, unable to take her eyes off of what was happening. Before Suzume was obstructed from view the tentacles pulled back and Korra saw the teeth, long and solid white and looking very sharp, as they descended down on Suzume. Before the beast fell entirely on her Korra saw a tooth tear through Suzume's cheek and another tear her eyebrow off as the mouth closed around her head.

She never stopped smiling.

As blood fell to the floor Korra summoned the air around her legs and shot up taking the bubble of air, fire, and Huan with her, quickly leaving the horrible scene behind. Soon the water broke and they were back at the dock and Korra quickly scanned for any spider rats that might have been waiting for them, holding the flame out in front of them in an attempt to fend anything that came at after them off. There was nothing, the ice barricades were even still standing with some slight acidic damage. With a sigh of relief Korra swam to the dock and lifted Huan onto the solid ground where he continued to mutter to himself as Korra pulled herself out of the water and collapsed next to him. Releasing the fire the world was plunged into darkness and with it the last pillars of strength Korra had.

Her eyes stinging as tears fell Korra cried as the images of the corpses plagued her in the darkness, the way that the flesh clung to the bone and the way that their dark words pushed against her brain. She thought of losing Li, the one person who seemed slightly right in the head and who spirits knows what was happening to him right now, and of the mental breaking of Suzume who had given herself willingly to a monster that for all of Korra's knowledge should not have been. The worst part however was Huan who even now next to her continued speaking of things that she didn't understand or want to, completely unable to act on his own or even interact with her now. She cried at her failure to protect them and at what she had seen. She cried at what she now knew.

She was alone down here.

And she could hear skittering on metal.

**Still got one more chapter. We still got to meet the All Mother after all.**


End file.
